EXHIBIT 31.2


                                  CERTIFICATION
                                   PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce C. Warwick, Treasurer, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of RxBazaar, Inc.;
(the "Registrant").

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report.

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report.

4.   The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
Registrant and we have:

          (a) designed such disclosure controls and procedures to ensure that
     material information relating to the Registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

          (b) designed such internal control over financial reporting, or caused
     such internal control over financial reporting to be designed under our
     supervision, to provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements for
     external purposes in accordance with generally accepted accounting
     principles;

          (c) evaluated the effectiveness of the Registrant's disclosure
     controls and procedures and presented in this report our conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and

          (d) disclosed in this report any change in the Registrant's internal
     control over financial reporting that occurred during the Registrant's most
     recent fiscal quarter.

5.   The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):

          (a) all significant deficiencies in the design or operation of
     internal controls which could adversely affect the Registrant's ability to
     record, process, summarize and report financial data and have identified
     for the Registrant's auditors any material weaknesses in internal controls;
     and

          (b) any fraud, whether or not material, that involves management or
     other employees who have a significant role in the Registrant's internal
     controls; and


<PAGE>


6.   The Registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  August 14, 2003
                                          /s/ Bruce C. Warwick
                                          --------------------------------------
                                          Bruce C. Warwick
                                          Treasurer